Dormant BV in the Netherlands: obligations, costs and when to close it

Many Dutch BVs owned by Turkish entrepreneurs spend part of their life without activity. The company was formed early, before the business plan was ready; a project ended and nothing replaced it; a holding is waiting for the next deal; or the founder formed the BV first and is now waiting for a residence permit before starting. Whatever the reason, the question is the same: what does a BV that does nothing still have to do, what does it cost, and at which point is closing the better choice?

This article answers those questions in order. The short version: the Netherlands has no “dormant” status, so every yearly obligation continues; the work is small but the deadlines and liability rules are not relaxed; and the decision between keeping and closing depends on whether there is a real plan for the company.

There is no dormant status in Dutch law

Some countries let a company declare itself dormant and suspend its filings. The Netherlands does not. A BV exists from the notarial deed until it is dissolved and removed from the trade register, and during that whole period it is treated like any other company by the KVK, the Belastingdienst and the banks. “Dormant” is a description of what the company does, not a legal category.

The practical consequence is that the obligations below apply in full in a year with no invoices, no staff and no bank movements other than fees. An owner who assumes that nothing needs to happen because nothing happened is the most common way a dormant BV runs into trouble.

What still has to happen every year

Annual accounts. The board must prepare the jaarrekening, the shareholders must adopt it and the adopted accounts must be filed with the KVK within the statutory periods. A BV without activity almost always falls into the micro class, so the filing is a short balance sheet with a few notes. In a nil year that balance sheet typically shows the paid-up share capital, the bank balance, formation costs that are still being written off, any loan or current account with the shareholder, and a small loss consisting of bank charges and the adviser’s fee. We describe the full cycle in Annual accounts for a Dutch BV.

Corporate income tax return. The Belastingdienst invites every BV to file, and the invitation does not disappear because the result is nil. The return of a dormant company usually shows a loss; filing it properly preserves that loss for set-off against future profit.

VAT. If the BV has a VAT number, it must file a return for every period, even a nil one; a missed nil return still triggers an estimated assessment and a penalty. The alternative is to ask the Belastingdienst to end the VAT registration because the company no longer performs taxable activities. Which option is better depends on whether activity is expected to resume; see how to file a Dutch VAT return for the mechanics.

KVK and UBO data. The registered address, the directors and the UBO details must stay correct. A change of the owner’s home address in Türkiye, a new director or a transfer of shares has to be reported even if the company does nothing.

Registered address and bank account. The BV needs a reachable address in the Netherlands for as long as it exists, and most owners keep a bank account open for the fees. Both come with a yearly cost and both are reviewed by their providers: a business centre may cancel an address contract that is not used, and banks increasingly close accounts of companies that show no activity.

DGA salary. The customary-salary rule applies to a major shareholder who works for the company. In a year in which the BV genuinely does nothing, there is no work and the salary can be set at nil, but this position should be documented rather than assumed, because the Belastingdienst can ask about it later. The rule and its exceptions are explained in What is the DGA salary?.

What a dormant year costs

The cost of a dormant BV consists of a few recurring components rather than one figure:

• the adviser’s fee for the annual accounts, the KVK filing and the corporate income tax return, and for the VAT returns if the registration is kept;
• the registered address or business-centre contract;
• the bank account fees;
• occasional KVK charges, for example for extracts.

Because the bookkeeping of a dormant company is minimal, the adviser’s part is much lower than for an active BV. Ask for a quote based on your situation before the year starts, so you know the cost in advance.

What goes wrong when a dormant BV is neglected

The risks are the same as for an active company, and they arrive quietly because nobody is watching the mailbox.

• Fines. Late or missing annual accounts are an economic offence and the Belastingdienst imposes penalties for returns that are not filed.
• Director liability. If the BV later goes bankrupt, accounts that were filed late create a legal presumption that the director mismanaged the company, which opens the door to personal liability. The presumption does not care that the company was inactive.
• Bank closure. Banks review inactive accounts under anti-money-laundering rules and may close them with short notice, after which the BV has no way to pay its own fees.
• Dissolution by the KVK. A company that stops filing, stops paying and cannot be reached can be dissolved by the KVK on its own initiative. That sounds convenient, but it happens on the KVK’s terms, leaves a trace in the register and can still end in liability for the director.

The four options

Keep it dormant, with a minimal set-up. Sensible when there is a concrete plan to use the BV within a year or two. The set-up is simple: end the VAT registration if no activity is expected, keep one bank account, keep the address contract, document the nil salary and file the micro accounts and the tax return on time.

Reactivate it. A dormant BV can start trading again at any time; the VAT registration is reinstated and the normal bookkeeping routine begins. Losses from the dormant years may reduce the first profits.

Sell the shares. A clean, filed-up-to-date BV with a bank account and a history has some value to a buyer who wants to skip formation. The sale goes through a notary; the buyer’s adviser will ask for all filings, which is another reason to keep them in order.

Close it. When there is no plan, closing ends the recurring obligations. A BV without assets or debts can use the simplified route (turboliquidatie), which since the 2023 rules still requires a final balance sheet and a filing with the KVK; a BV with assets goes through a regular liquidation. We walk through both in How to close a Dutch BV.

Points specific to Turkish owners

Two situations come up often. The first is a BV formed ahead of a residence permit application, for example under the Ankara Agreement or as the vehicle for a highly skilled migrant application in the founder’s own company. Here the dormant period is planned, and the filings during that period matter, because the IND and the bank will look at a company that has existed on paper for a year. The second is a BV that a Turkish parent company keeps as its presence in the EU, waiting for a contract or a distribution agreement. In both cases, keeping the BV clean and up to date is part of the plan, and our article on setting up a Dutch BV as a non-resident explains how a company managed from Türkiye stays in good standing.

Conclusion

A dormant BV in the Netherlands is a BV with all of its obligations and almost none of its income. The yearly work is small, but the annual accounts, the corporate income tax return, the VAT position and the KVK data have to be handled on time, every year, or the fines and the liability rules apply as they would to an active company. If there is a real plan for the company, a minimal set-up keeps the cost predictable; if there is not, closing is usually the cheaper and cleaner choice. Under our tax and compliance service we also handle the yearly filings of dormant BVs, and we are glad to go through your situation in a free 15-minute intro call.